Bylaws for Sprecher East Neighborhood Association
ARTICLE I. Name, Geographic Location, and Date of Creation
The name of this Association shall be the Sprecher East Neighborhood Association. It shall encompass the area bounded by Interstate 94 to the north, Door Creek Park to the east, Sprecher Road to the west, and Cottage Grove Road to the south, excluding a rectangular parcel east of the homes on High Cliff Trail and east of the Door Creek Apartments as defined by the official map provided by the City of Madison.
ARTICLE II. PURPOSE
The mission of the Neighborhood Association is to:
1. Represent the interests of the neighborhood to local government offices with a unified voice.
2. Monitor emerging neighborhood issues, and provide a forum to the neighborhood in which to alert and discuss issues facing the neighborhood.
3. To support social, recreational, and other activities for the neighborhood as a way to foster positive interactions with neighbors and/or community members.
ARTICLE III. GENERAL MEMBERSHIP
Section 1. Membership is open to all persons who are at least 18 years of age WHOSE primary residence is within the area specified in ARTICLE I.
Section 2. Membership is also open to businesses and individuals in a professional capacity related to the Neighborhood Association. Benefits and restrictions of an associate membership are outlined in Article III, Section 5.
Section 3. Businesses with a permanent presence within the neighborhood boundaries can become associate members of the Neighborhood Association by paying membership dues as specified in Section 4. Individuals formerly residing within the boundary of the Sprecher East Neighborhood Association may maintain non-voting membership status by paying the membership dues as specified in Section 4. All board members must maintain their primary residence with in the boundaries outlined in Article I.
Section 4. Membership will be for a household or business/organization with dues paid on a fiscal year basis (April 1 thru March 30). All adult members of a household can be members by virtue of the household paying dues. Initial dues for fiscal year will be $20.00 per household and per business/organization. Thereafter, annual dues will be set by the Board of Directors. Dues will not be prorated at any time and are not refundable
Section 5. Any resident of the Association whose dues are current is entitled to vote in general membership meetings and to serve on Association committees or the Board of Directors with the exception noted in Section 3 above. Associate members have full Neighborhood Association privileges including committee membership, however Associate members do not have voting rights and may not serve on the Board of Directors.
Section 6. Membership in the Association can be considered terminated if the member ceases to be a resident of the area designated in Article I (with the exception of a former resident outlined in Section 3 of this Article), has not paid current dues, or no longer owns or represents a business organization within the geographic area of the Association.
ARTICLE IV. General Membership Meetings
Section 1. There shall be at least one general membership meeting per year 30 days prior or 30 days following the start of the fiscal year. The time and place will be selected by the Board of Directors during which time the general status of the Association will be reviewed and discussed. The general meeting shall include the annual reports of officers, committees and the Board of Directors. Election of members of the Board of Directors for the next year will be held. Other matters related to the administration of the Association may be discussed and officially acted upon.
Section 2. Notice of the annual membership meeting will be widely disseminated to residents of the Association and other Association members using meeting notices and/or other means including e-mail messages, and the neighborhood electronic message board. Notice of the annual meeting with the planned agenda will be available a minimum of 21 days prior to the meeting.
Section 3. Special membership meetings may be called by a majority vote of the members of the Board of Directors. All special membership meetings are open to the general public. Notification of special meetings will include the purpose(s) for the meeting and an agenda of the topics to be covered. Other topics may be discussed at special meetings but not officially acted upon.
Section 4. Membership meetings will be generally conducted in accordance with Robert’s Rules of Order, latest edition.
Section 5. Quorum. Presence of 25 members shall constitute a quorum, provided a majority of the Board of Directors and at least two Executive board members are present, except as otherwise provided by law. If a quorum is not present for any noticed meeting of the Association, the meeting may proceed, but no actions can be taken.
Section 6. Officer of Meeting. The President or in her/his absence the Vice President, shall preside at the meetings of the members, and the secretary shall act as secretary thereof. Should such officers not be present, their functions may be performed by any of the directors present, as chosen by those present.
Section 7. No Voting By Proxy. Each member must be present in order to vote and no voting by proxy shall be allowed.
ARTICLE V. Officers
Section I. The officers of the Association shall be a President, Vice-president, Secretary, and Treasurer who will be elected by majority vote at the annual general membership meeting as practical. All four officers must be members of the Association.
Section 2. President
The responsibilities of the President include:
- Act as official spokesperson of the neighborhood association, as needed, or appoint a board member to do so, on behalf of the association.
- Preside at general membership and Board of Directors’ meetings.
- Facilitate general membership and Board of Directors meetings.
- Serve as executive officer and primary contact person for the Association.
- Vote to break tie votes of the meetings over which he/she presides.
- Appoint committee heads.
- Appoint an acting Secretary or Treasurer at meetings in the event of an absence of the elected officer.
Section 3. Vice-president
The duties of the Vice-president will be:
- To assume the responsibilities of the President as requested by the President or in the event of the President’s absence or inability to act.
- Coordinate the activities of various committees.
- To perform other duties as may be assigned by the President from time to time.
Section 4. Secretary
The duties of the Secretary will include:
- Record, distribute, and maintain Association files of the minutes of general membership and Board of Directors meetings.
- Prepare correspondence and issue notice for all pending general member meetings.
- Maintain files containing copies of all correspondence and other documents pertaining to the official business of the Association.
Section 5. Treasurer
The responsibilities of the Treasurer include:
- Maintain financial records, perform accounting and fiscal transactions activities of the Association.
- Keep a current list of paid-up members and verify paid members attending general and special membership meetings.
- Provide oral and written financial reports at general membership and Board of Directors meetings.
- Serve on the Finance Committee.
Section 6. Filling Vacancies and Removal of Officers and Committee Members
Section 6.1 The Board of Directors may fill an Officer’s or Director’s position left vacant by removal or resignation by majority vote.
Section 6.2 If a member of the Executive Board has been absent from one-third (1/3) of the scheduled meetings of the Executive Board without a valid excuse, such absences shall be deemed a resignation. However, under extenuating circumstances, the Executive Board may grant exceptions to this rule by two-thirds (2/3) vote of the entire Board.
Section 6.3 If a committee member has been absent from one-third (1/3) of committee meetings or related committee activities without valid excuse, such action shall be deemed a resignation. However, under extenuating circumstances, the Executive Board may grant exceptions to this rules by two-thirds (2/3) vote of the entire board.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. The Board of Directors will consist of the Executive Officers (President, Vice-President, Treasurer and Secretary) and six (6) members elected at the annual general membership meeting. Board members must be members of the Association. The members will serve two-year terms. Three Directors will be elected in even numbered years and three in odd numbered years.
Section 2. The Board of Directors can establish other positions of responsibility for the Association and define the duties of those positions. The Board of Directors by majority vote may select persons to fill those positions.
ARTICLE VII. BOARD OR DIRECTORS MEETINGS
Section 1. Regular meetings of the Directors shall be held at such place as the directors may designate, as needed, at such times as the Board of Directors may determine and upon such notice as the directors may require. All meetings will be open to all Neighborhood Association members, and all members will be allowed to address the Board of Directors at this time.
Section 2. A quorum of at least one-half of the currently filled Board positions and at least two members of the Executive Board will be required in order to transact official business at a Board meeting.
Section 3. The President and/or Secretary shall give notice to all Board of Directors and make available to the general membership of a meeting at least seven days before the meeting, including an agenda, time, and place of the meeting.
Section 4. The President with the consent of at least one other member of the Executive Board may call special meetings. All Board of Directors members shall receive an agenda two days prior to said meeting. The President shall call a special meeting if petitioned by a majority of the Board members currently in office.
ARTICLE VIII. COMMITTEES
Section 1. The Board of Directors may create standing and ad hoc committees as needed to assist in the work of the Association. The function of committees shall be to advise and recommend program and administrative policies and actions to the Board of Directors and general membership.
Section 2. The purpose, scope of authority, and time frames for each committee should be outlined in the minutes of the Board of Directors at the time the committee is appointed. The chair will report as requested, either orally or in writing, at regular meetings of the Board of Directors and at annual general membership meetings. Chairs of committees must be members of the Association.
ARTICLE IX. FINANCE
Section 1. The funds of the Association shall be deposited in a financial institution(s) as designated by the Board of Directors. Funds shall be withdrawn only upon checks, draft or order of the Association signed by the Treasurer. Any expenditure greater than $100 shall require the approval of the President of the Association.
Section 2. No Association member, officer, or Board member may receive compensation for services performed as a member or officer of the Association. In addition, only expenditures that have prior approval from the Board of Directors will be reimbursed.
Section 3. The Treasurer of the Association is not required to be bonded, but may be bonded at the discretion of the Board.
Section 4. The Treasurer shall make financial records of the Association available upon the request of the Board or its officers. In addition, a record of income and expenses shall be provided to the board on a regular basis. A record will be provided to the general membership on an annual basis.
Section 5. The Board shall be responsible for conducting audits of the financial records of the Association.
ARTICLE X. PUBLIC STATEMENTS, CONFLICTS OF INTEREST, AND POLITICAL ENDORSEMENTS
Section 1. No individual or committee shall take public action nor represent themselves as speaking for the Association unless authorized by the Board of Directors.
Section 2. The Association shall not support or endorse political parties or candidates for public office. This will not preclude individual members from doing so as they see fit as long as the name of the Association is not used.
Section 3. Conflicts of Interest
Section 3.1. Board of Directors members shall avoid conflicts of interest involving actions that could result in personal gains for themselves, family members, relatives, or business associates.
Section 3.2. Board members have an obligation to disclose any actual or potential conflicts of interest during any discussion of matters coming before them and to refrain from voting on such issues. The President, at his/her discretion, may request the affected member to not vote and/or to leave the room when such a situation occurs.
Section 4. The opinions, statements and viewpoints expressed by the Association are representative of the opinions, statements and viewpoints of its members. Such opinions, statements and viewpoints are not necessarily reflect the opinions, statements and viewpoints of all members
Article XI. AMENDMENTS TO BYLAWS
Section 1. A majority of the Board of Directors members must vote to present proposed by-law amendments to the general membership.
Section 2. Proposed by-law amendments will be made available to the members with the annual meeting notice at least 21 days prior to the annual meeting.
Section 3. A two-thirds majority vote of Association members present at the general membership meeting is required to approve amendments to he by-laws.
Article XII. DISSOLUTION
If this Association ceases to exist, any and all assets, after payment of debts and obligations of the Association, shall be donated to a charitable non-profit organization with the request that such funds be used within the Association area for recreational, educational or environmental purposes.